Intelligent Protection Management (IPM) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 8, 2025, to be held virtually, focusing on post-acquisition strategy in cloud infrastructure and cybersecurity following the acquisition of Newtek Technology Solutions and divestiture of certain applications.

• Board recommends voting in favor of all proposals, including director elections, auditor ratification, executive compensation, incentive plan, and charter amendment.

• Proxy materials and annual report are available online for shareholder review.

Voting matters and shareholder proposals

• Shareholders will vote on electing seven directors, ratifying Grassi & Co. as auditor, approving executive compensation, determining frequency of say-on-pay votes, approving the 2025 Long-Term Incentive Plan, and amending the charter to increase authorized shares.

• Board recommends voting "FOR" all proposals and "3 YEARS" for the frequency of say-on-pay votes.

• Shareholders may submit future proposals for the 2026 meeting between January 8 and February 7, 2026.

Board of directors and corporate governance

• Seven director nominees with diverse backgrounds in finance, technology, and management; all current directors are standing for re-election.

• Board committees include audit, compensation, nominating and corporate governance, and strategic transactions, each with defined responsibilities.

• Majority of the board is independent; board leadership combines CEO and Chairman roles.

• Board held six meetings in 2024, with high attendance and active committee participation.